Coldwell Banker Manning Realty, Inc. v. Computer Sciences Corp.
Coldwell Banker Manning Realty, Inc. v. Computer Sciences Corp.
Opinion of the Court
This is the second of two appeals brought by the plaintiff, Coldwell Banker Manning Realty, Inc. (Coldwell Banker), in connection with a real estate transaction involving Coldwell Banker, the defendant, Computer Sciences Corporation (CSC), and Cushman and Wakefield of Connecticut, Inc. (Cushman).
The following facts and procedural history are relevant to our resolution of this appeal and are set forth in Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., 293 Conn. 582, 980 A.2d 819 (2009). “On March 15, 2000, Coldwell Banker entered into a contract with CSC to serve as its exclusive realtor and to assist in the purchase, lease or exchange of certain real property in East Hartford known as Riverview Square. After CSC viewed the property, it directed Coldwell Banker to proceed with negotiations to lease space at the location. On the basis of its contract with CSC and CSC’s interest in the property, Coldwell Banker entered into discussions with the property owner, who expressed a willingness to lease a substantial amount of space to CSC and to pay Coldwell Banker a commission in accordance with its contract with CSC.
“Thereafter, CSC contacted Coldwell Banker and requested a meeting to discuss the contract. The meet
“On April 26, 2002, Coldwell Banker filed a complaint against Cushman, Grieco and Kelly. Coldwell Banker asserted six claims against each defendant, including fraud, violation of a statutory duty, breach of the duty to deal in good faith, interference with contract, breach of contract and violation of the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq. The claims were based on allegations that Cushman, CSC, Grieco and Kelly knowingly had made false representations and statements to Coldwell Banker that CSC had a valid broker contract with Cushman during the time that CSC also had a contract with Coldwell Banker. Coldwell Banker further alleged that it had relied on these representations to its detriment in agreeing to release CSC from its contract and in allowing Cushman to receive the 80 percent commission to which Coldwell Banker was entitled.
“On October 15, 2002, the court, Sheldon, J., granted in part the motion to dismiss and granted the motion to stay Coldwell Banker’s ‘entire action’ pending arbitration of certain of its claims. The court determined that all parties were members of the association
“Coldwell Banker did not seek to arbitrate its claims against Cushman immediately but chose instead to commence an action against CSC on May 1, 2003, in which it asserted four of the six claims that it had asserted against Cushman, Grieco and Kelly.
“On December 8, 2005, more than three years after the trial court, Sheldon, J., stayed Coldwell Banker’s action against Cushman, Grieco and Kelly, Coldwell Banker filed a request for arbitration of the claims
“On August 2, 2006, the trial court, Bryant, J., granted the joint motion filed by Cushman, Grieco, Kelly and CSC to consolidate the action against Cushman, Grieco and Kelly with the action against CSC. On December 1, 2006, Coldwell Banker filed motions to lift the stays imposed by the trial court in both actions. Cushman and CSC each filed an application to confirm the alleged
“In its memorandum of decision, the trial court concluded that the grievance committee’s dismissals of Coldwell Banker’s requests for arbitration constituted arbitration awards within the meaning of § 52-417 because the dismissals conclusively determined the matters submitted for arbitration, leaving the arbitrator with nothing more to do. Moreover, Coldwell Banker had not contested the dismissals within thirty days. See General Statutes § 52-420 (b).
We begin with Coldwell Banker’s claim that the trial court improperly concluded that the association’s dismissal of Coldwell Banker’s request for arbitration as untimely constituted an arbitration award for purposes of § 52-417 and that the court, therefore, improperly confirmed the alleged award. Coldwell Banker and CSC make all of the arguments made by the parties in Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., supra, 293 Conn. 582, in which the same issue was raised by Coldwell Banker and decided by this court. Id., 592-93. We see no reason to repeat in this case our comprehensive analysis of the issue in that case. Accordingly, for the reasons set forth in Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., supra, 582, we agree with Coldwell Banker that the grievance committee’s dismissal of its request for arbitration of its claims
The judgment is reversed and the case is remanded for further proceedings according to law.
In this opinion NORCOTT, PALMER and VERTE-FEUILLE, Js., concurred.
Our decision in the first appeal, released on the same date as this decision, is Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., 293 Conn. 582, 980 A.2d 819 (2009).
The Greater Hartford Association of Realtors, Inc., is a voluntary professional association of licensed real estate agents and brokers serving the greater Hartford area.
General Statutes § 52-417 provides: “At any time within one year after an award has been rendered and the parties to the arbitration notified thereof, any party to the arbitration may make application to the superior court for the judicial district in which one of the parties resides or, in a controversy concerning land, for the judicial district in which the land is situated or, when the court is not in session, to any judge thereof, for an order confirming the award. The court or judge shall grant such an order confirming the award unless the award is vacated, modified or corrected as prescribed in sections 52-418 and 52-419.”
General Statutes § 52-409 provides: “If any action for legal or equitable relief or other proceeding is brought by any party to a written agreement to arbitrate, the court in which the action or proceeding is pending, upon being satisfied that any issue involved in the action or proceeding is referable to arbitration under the agreement, shall, on motion of any party to the arbitration agreement, stay the action or proceeding until an arbitration has been had in compliance with the agreement, provided the person making application for the stay shall be ready and willing to proceed with the arbitration.”
“In their motion to dismiss or to stay the proceedings, [Cushman, Grieco and Kelly] referred to the following language that the association adopted from the code of ethics of the National Association of Realtors: ‘In the event of contractual disputes between [realtors] (principals) associated with different firms, arising out of their relationship as [realtors], the [realtors] shall submit the dispute to arbitration in accordance with the regulations of their [b]oard or [b]oards, rather than litigate the matter.’ ” (Emphasis in original.) Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., supra, 293 Conn. 587 n.6.
“In an affidavit dated December 6, 2006, Jeffrey P. Arakelian, chief executive officer of the association, attested that Coldwell Banker, Cushman, Grieco and Kelly were realtors and members of the association in good standing.” Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., supra, 293 Conn. 588 n.7.
“The complaint against CSC alleged fraud, breach of the duty to deal in good faith, breach of contract and violation of CUTPA.” Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., supra, 293 Conn. 588 n.9.
“The Appellate Court subsequently granted CSC’s motion to dismiss Coldwell Banker’s appeal from the trial court’s decision granting the motion to stay pending arbitration.” Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., supra, 293 Conn. 588 n.10.
“Jeffrey P. Arakelian, chief executive officer of the association, attested in an affidavit that, ‘[i]n accordance with [§] 42 of the [c]ode of [e]thics and [a]rbitration [m]anual of the National Association of [Realtors] . . . when [the association] receives a request for arbitration, it must be forwarded to the [association’s] [gjrievance [c]ommittee. The [gjrievance [cjommittee has sole responsibility for determining whether ... a matter is subject to arbitration, including, inter alia, whether it has been submitted within the required time frame and whether the issue relates to a real estate transaction and is properly arbitrable.’ ” Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., supra, 293 Conn. 589 n.12.
“The request for arbitration provided in relevant part: ‘Under the penalties of perjury, I declare that this application and the allegations contained herein are true and correct to the best of my knowledge and belief and this request for arbitration is filed within 180 days after the closing of the transaction, if any, or within 180 days after the facts constituting the arbitrable matter could have been known in the exercise of reasonable diligence, whichever is later.’ . . . Coldwell Banker crossed out the first reference to ‘180 days,’ which we have emphasized in italics, but did not cross out the second reference to ‘180 days.’ ” (Emphasis in original.) Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., supra, 293 Conn. 589 n.13.
“As we noted previously, the trial court, Sheldon, J., determined that two of Coldwell Banker’s six claims against Cushman were subject to arbitration.” Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., supra, 293 Conn. 590 n.14.
“Coldwell Banker crossed out both references to ‘180 days’ in the request for arbitration of the claims against Cushman. In its earlier request for arbitration of the claims against CSC, however, it crossed out only one reference to ‘180 days.’ ” Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., supra, 293 Conn. 590 n.15; see footnote 10 of this opinion.
General Statutes § 52-420 (b) provides: “No motion to vacate, modify or correct an award may be made after thirty days from the notice of the award to the party to the arbitration who makes the motion.”
Coldwell Banker appealed to the Appellate Court from the judgment of the trial court, and we transferred the appeal to this court pursuant to General Statutes § 51-199 (c) and Practice Book § 65-1. Although Coldwell Banker’s action against CSC was consolidated with the action against Cushman, Grieco and Kelly for trial, Coldwell Banker opted to take a separate appeal from the trial court’s judgment in each case.
Concurring in Part
concurring in part and dissenting in part. For the reasons set forth in my concurring and dissenting opinion in Coldwell Banker Manning Realty, Inc. v. Cushman & Wakefield of Connecticut, Inc., 293 Conn. 582, 612, 980 A.2d 819 (2009), also released today, I disagree with the majority’s conclusion that the decision by the grievance committee (grievance committee) of the Greater Hartford Association of Realtors, Inc., dismissing the request for arbitration filed by the plaintiff, Coldwell Banker Manning Realty, Inc., did not constitute an award that conclusively disposed of the controversy between the parties. Specifically, I disagree that the parties’ arbitration agreement and the committee’s decision predicated on that agreement unambiguously reflect that the ground for the dismissal—that the request for arbitration was not filed within a specified 180 day time limit—was a discretionary decision that could not constitute an award, rather than a mandatory, jurisdiction time limit that would have constituted an award. I, therefore, would reverse the trial court’s judgment in the present case and remand the case to that court with direction to remand the case to the committee for an articulation as to the basis for the committee’s decision. See Hartford Steam Boiler Inspection & Ins. Co. v. Underwriters at Lloyd’s & Cos. Collective, 271
Accordingly, I respectfully concur in part and dissent in part.
I am mindful that, in the present case, the plaintiff has raised an additional issue that would need to be addressed if the committee were to indicate that the dismissal was mandatory and jurisdictional. Specifically, the plaintiff contends that the trial court improperly compelled the parties to proceed to arbitration because: (1) the defendant, Computer Sciences Corporation, was not a party to any contract with the plaintiff or a member of an association with the plaintiff requiring arbitration; and (2) even if there was such a contract between the plaintiff and the Greater Hartford Association of Realtors, Inc., the defendant is not entitled to enforce that contract as a third party beneficiary and is bound by the terms of the contract between it and the plaintiff, which does not require arbitration. Because the majority does not address these claims, and any need for their resolution hinges on the committee’s articulation, I express no opinion on these issues.
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